J. P. Stevens & Co., Inc. v. Great Falls Paper Co. ( 1942 )

I dissent. The general rule relating to price quotations has no application here by reason of the particular circumstances involved. The plaintiff was advised by the defendant's letter of August 3, 1939, that the quotation of the price was desired as the basis for a bid for a state contract, and one of plaintiff's salesmen who took part in the negotiations testified that he knew that the prices submitted to the defendant were for the purpose of preparing the state bid. The plaintiff was at liberty to submit prices for defendant's purpose or decline to do so, and if plaintiff desired that a time limit be fixed during which the quotations submitted might be relied upon, it should have been so stated in its letter wherein the quotations were submitted. When it acted on defendant's proposal and submitted its quotations and fixed no time limit, the defendant was entitled to rely upon the quotations for a reasonable time or until withdrawn. The general rule as to what is a reasonable time as between an offer to sell and an acceptance is very elastic, depending on the facts in each particular case. "Reasonable time is so much time as is necessary under the circumstances to do conveniently what the contract or duty requires should be done in a particular case." (Henderson v. Daniels, 62 Mont. 363, 205 P. 964. See, also, In reSternberg, D.C., 300 Fed. 881; Lund v. St. Paul, etc., Ry.Co., 31 Wash. 286, 71 P. 1032, 61 L.R.A. 506, 96 Am. St. Rep. 906; Smith v. Pelton Water Wheel Co., 151 Cal. 394, 90 P. 934; Colfax County v. Butler County, 83 Neb. 803,120 N.W. 444; Kansas Flour Mills Corp. v. Joaquin Grocery Co., Tex. Civ. App., 118 S.W.2d 459; Hargadine-McKittrick DryGoods Co. v. Reynolds, C.C., 64 Fed. 560; Leadbetter v.Price, 103 Or. 222, 202 P. 104; English v. Underwood, Tex. Civ. App. 5 S.W.2d 1033; Hollis v. Libby, 101 Me. 302,64 A. 621; Dietrich v. United States Shipping Board, 2 Cir., 9 F.2d 733; Kelley, Maus Co. v. Hart-Parr Co.,137 Iowa 713, 115 N.W. 490.)

In my opinion, when plaintiff submitted the prices of its goods, in response to defendant's letter of August 3, such submission constituted a continuing offer to sell as referred to in the case of Monahan v. Allen, 47 Mont. 75, 130 P. 768, and when the plaintiff, without having notified the defendant of its withdrawal of the quotations submitted before the defendant's offer had been accepted by the state, withdrew its offer to sell at the prices quoted after defendant's bid had been accepted by the state, such act on the part of plaintiff was a violation of its contract.

I am further of the opinion that when the defendant subsequently renewed its order at the increased prices, the new arrangement resulted in a separate and distinct contract and that, under this last mentioned contract, the defendant was liable to the plaintiff for the price of the goods under the later and higher quotation. The defendant's refusal to pay for the goods at the increased prices under this later contract and plaintiff's refusal to stand by its quotation submitted in the first instance, resulted in a violation of contract by both parties, the plaintiff under the first contract and the defendant under the second, and, while neither party is blameless in the premises, it appears to me that the district judge came much nearer rendering substantial justice between the parties than the opinion of the majority.